六旗娱乐 2025年度报告

(Mark One)ÍANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the fiscal year ended: December 31, 2025OR ‘TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the transition period fromtoCommission file number 001-42157SIX FLAGS ENTERTAINMENT CORPORATION (Exact name of registrant as specified in its charter) Delaware93-4097909(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)8701 Red Oak Blvd., Charlotte, North Carolina 28217(Address of principal executive offices) (Zip Code)(704) 414-4700(Registrant’s telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon Stock,par value $0.01 per shareFUNNew York Stock Exchange Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.ÍYes‘NoIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.‘YesÍNo Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.ÍYes‘No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files).ÍYes‘No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer‘Smaller reporting company‘Emerging growth company‘ Large accelerated filerÍNon-accelerated filer‘ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.‘ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accountingfirm that prepared or issued its audit report.Í Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).‘YesÍNo The aggregate market value of common stock of the Registrant held by non-affiliates based on the closing price of such common stock onJune 27, 2025 of $30.89 per share was approximately $3,069,333,387. DOCUMENTS INCORPORATED BY REFERENCE Part III of this Form 10-K incorporates by reference certain information from the Registrant’s definitive proxy statement pursuant to Regulation 14Aand/or an amendment to this report under cover of Form 10-K/A to be filed within 120 days of the end of its fiscal year ended December 31, 2025.************ EXPLANATORY NOTE OnJuly 1,2024(the“Closing Date”),Six Flags Entertainment Corporation (formerly known asCopperSteel HoldCo, Inc.) (the “Combined Company”) completed the previously announced merger ofequals transaction contemplated by the Agreement and Plan of Merger, dated as of November 2, 2023(the “Merger Agreement”), by and among the Combined Company (then, CopperSteel HoldCo, Inc.),CedarFair,L.P.(“Cedar Fair”),Six Flags Entertainment Corporation(“Former Six Flags”)andCopperSteel Merger Sub, LLC (“Copper Merger Sub”). Pursuant to the Merger Agreement, (i) CopperMerger Sub was merged with and into Cedar Fair (the “Cedar Fair First Merger”), with Cedar Faircontinuing as the surviving entity (the “Cedar Fair Surviving Entity”) and a direct subsidiary of theCombined Company, (ii) the Cedar Fair Surviving Entity was subsequently merged with and into theCombined Company (the “Cedar Fair Second Merger” and together with the Cedar Fair First Merger,the “Cedar Fair Mergers”), with the Combined Company continuing as the surviving corporation, and(iii) Former Six Flags merged with and into the Combined Company (the “Six Flags Merger” andtogether with the Cedar Fair Mergers, the “Mergers”), with the Combined Company continuing as thesurviving corporation. Upon the consummation of the Mergers, the separate legal existences of each ofCopper Merger Sub, Cedar Fair and Former Six Flags ceased, and the Combined Company changedits name to “Six Flags Entertainment Corpo